The life cycle of a passenger ship consists of such stages as designing, construction, operation, modernization, and disposal. Modernization includes a certain variety of operations on the vessel upgrading and thus contributes to the extension of the vessel life cycle. It is possible to determine the types, scope, and cost of operations for each vessel under consideration after analyzing its technical condition. It is advisable to alternate the operations of direct and indirect influence on the would-be profit from vessel operation when compiling a list of necessary modernization operations. Those vessels that as a result of preliminary calculations will not bring profit after modernization should not be included in the modernization plan.Modernization is not able to replace shipbuilding as the main way to renew the fleet. However, under conditions of limited monetary funds, it should be used to smooth the need for new vessels.The optimal distribution of funds between the groups of operations on vessel modernization was determined using a mathematical model. Objective function maximizes the profit gain from modernization operations. The controlled system in this case is a passenger ship. The state of the system before each step is characterized by the number of still undistributed funds. As a result of solving the problem, a shipowner receives an answer regarding the amount of funds available for him, the groups of operations on the passenger ship modernization in which to invest to have the highest profit gain.Thus, the strategy of modernization of passenger ships by optimal distribution of funds is based on determining the types and volume of operations, their cost, utility, the ability to gain profit from the operation of a modernized vessel. It is also based on the optimization problem of allocating funds to modernization, provided they are limited